Back in 1994 when ”The Lion King” first roared, Disney chairman Michael Eisner decreed, More animal stories! But plans for an ursine ”King” clone languished until first-time director Aaron Blaise came aboard around 1997. ?I just wanted to be attached so that I could animate bears,? he says. ?I?m kind of an animal nut.?

The look of the film draws specifically on 19th-century American realist painters, including Albert Bierstadt (one of whose paintings hangs in Eisner?s Aspen home, say the directors). But the plot, about a vengeful hunter (Joaquin Phoenix) transformed into a bear and saddled with an orphaned cub (”The Bernie Mac Show?”s Jeremy Suarez), is tied not to the Old West but to the very, very old west. It?s set more than a thousand years ago and features a Canadian-accented moose duo (Rick Moranis and Dave Thomas, resurrecting their McKenzie brothers routine from ”SCTV”) alongside Native American humans who are a sort of made-up mix of Inuit and aborigine. Says Blaise, ?That was because?we didn?t want to follow the political correctness that ‘Pocahontas’ had to follow.?

The script hit potholes anyway, including the scrapping of many of Duncan?s scenes as a mentor called Grizz (he?s been renamed Tug) and umpteen changes in Phil Collins? songs (which, à la ”Tarzan,” are sung by Collins over the action). And since the Berenstain Bear books feature a character named Brother Bear, Disney had to license the phrase. ?Our marketing guys really liked just plain ‘Bears,’? says codirector Robert Walker. ?But then we decided it was too generic.?

The Killer Moment Take your pick: It’s either the avalanche or the stampede.